To, The Shareholders
The Board of Directors hereby presents its 40th Director's Report on
business and operations of the Company, along with Standalone Audited Financial Statements
for the Financial Year ended on 31st March, 2025.
1. BACKGROUND
The Company is a Non Deposit Accepting Non-Banking Finance Company ("NBFC"),
holding a Certificate of Registration (14.01006) dated May 02, 2014 from the
Reserve Bank of India ("RBI").
2. STATE OF COMPANY'S AFFAIR
The Company was registered with Reserve Bank of India ("RBI") as a
Non-Banking Finance Company
("NBFC")- Non- Systematically Important Non-Deposit taking NBFC. With the
expected positive momentum in the Indian economy, the Company is focused on growth and
achieving profitability along with a renewed commitment to enhance quality and customer
service and to reduce costs. Innovations, investment and positive modifications are
expected in the near future, boosting the Company's revenues. Together with forward
looking strategy, the Company is also focusing extensively on expanding the business and
operational improvements through various strategic projects for operational excellence and
cost cutting initiatives.
3. FINANCIAL RESULTS
The Financial performance of the Company for the financial year ended 31st
March, 2025 is summarized below:
(Rs. In Hundred, Except EPS)
Particulars |
For the year Ended |
|
31st March 2025 |
31st March 2024 |
Revenue From Operation |
677654.27 |
262870.61 |
Other Income |
465.62 |
351.00 |
Total Revenue (I) |
678119.89 |
263221.61 |
Total Expenses (II) |
604088.39 |
518810.17 |
Profit Before Exceptional, Tax & Extraordinary Item |
74031.50 |
(255588.57) |
Tax Expenses: |
|
|
Current Tax |
3951 |
0 |
Deferred Tax Liability(Net) |
|
|
Income Tax Earlier Year |
(28.81) |
1.87 |
MAT Credit Entitlement |
|
|
|
0 |
0.00187 |
Profit After Tax |
70051.69 |
(255586.70) |
Earnings Per Share (EPS) |
0.06 |
0.22 |
4. OPERATIONAL PERFORMANCE
During the period, the company earned total revenue of Rs. 67811989/- for the year
ended 31st March, 2025 in comparison of Rs. 26322161/- for the year ended 31st
March, 2024. The Company recorded a profit of Rs. 7005169/- during the year ended 31st
March, 2025 against a loss of Rs. 25,558670 /- in previous year ended 31st
March, 2024.
5. DIVIDEND
The Company is planning to expand and thereby would need funds to invest in future
projects. Therefore, the Company does not recommend any dividend but the directors are
hopeful for better results in enduing future.
6. RESERVES AND SURPLUS
As at the end of the reporting period, in its Reserve and Surplus the Company has a
deficit of Rs. 6305672/-, Statutory Reserve of Rs. 24430821/- and General Reserve of Rs.
4,11,218/-.
During the period under review the Company has a profit of Rs. 7,005,169/ - in the
current Financial Year and hence the Company has transferred Rs. 1401100/- in Statutory
Reserve as required under Section 45-IC of RBI Act, 1934. The Company has also created a
provision of Rs. 290200/- @ 0.25% of Standard Assets.
7. SHARE CAPITAL
There is no change in the Authorised Share Capital and Paid-up Share Capital of the
Company during the year under review.
During the period under review, the Company Has Authorized Share Capital of Rs.
12,00,00,000 (12,00,00,000 shares of Re. 1/- each) and Paid-up Share Capital of Rs.
11,66,00,000 (11,66,00,000 shares of Re. 1/- each).
8. LISTING OF SECURITIES
The Shares of the Company is listed on BSE Limited and Metropolitan Stock Exchange of
India Limited. The Annual listing fees for the Financial Year 2024-25 have been paid to
the Stock Exchanges.
9. DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company does not have any subsidiaries, associates and joint venture companies.
Hence, the disclosure of particulars with respect to information related to performance
and financial position of the Subsidiaries, joint ventures or associate Companies subject
to rule 8(1) and 8(5)(iv) of Companies (Accounts) Rules, 2014 is not applicable.
10. BRANCHES OF THE COMPANY
During the period under review, the Company doesn't have any branch office.
11. DEPOSITS FROM PUBLIC
The Company has neither invited nor accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was payable or
outstanding as on 31st March, 2025.
The Company has neither accepted nor renewed any deposits falling under Chapter V of
Companies Act, 2013.
12. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)
The particulars of every contract or arrangements entered into by the Company, if any,
with related parties referred to in sub-section (1) of section 188 of the Companies Act,
2013 including certain arm's length transactions under third proviso thereto are disclosed
in Form AOC -2 as Annexure I.
13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED /
RESIGNED DURING THE YEAR
The Company has the professional Board with Executive Directors & Non-Executive
Directors who bring the right mix of knowledge, skills & expertise and help the
company in implementing the best Corporate Governance practices.
During the period under review the Board of Directors of the Company was duly
constituted. None of the Directors of the Company are disqualified under the provisions of
the Companies Act, 2013.
LIST OF DIRECTORS AS ON 31ST MARCH, 2025:
S. No. |
Name |
Designation |
| 1. |
Mr. Mahendra Kumar Sharda |
Managing Director |
| 2. |
Mr. Umesh Kumar Bajaj |
Non-Executive & Independent Director |
| 3. |
Mr. Jeevan Singh Rana |
Non-Executive & Independent Director |
| 4. |
Ms. Sangita |
Non- Executive Director |
LIST OF KEY MANAGERIAL PERSONNEL (KMP) AS ON 31ST MARCH, 2025:
S. No. |
Name |
Designation |
| 1. |
Mr. Mahendra Kumar Sharda |
Managing Director |
| 2. |
Mr. Kishore Kargeti |
Chief Financial Officer |
| 3. |
Mr. Shyam Lal |
Company Secretary & Compliance Officer |
14. MEETINGS HELD DURING THE F.Y. 2024-2025
The Agenda and Notice of the Meetings were circulated well in advance to the respective
Directors. During the year under review, 5 (Five) Board Meetings, 4 (Four) Audit Committee
Meetings, 1 (One) Nomination &
Remuneration Committee Meetings, 1 (One) Shareholder's Grievance Committee Meeting, 2
(Two) Internal Complaints Committee Meeting, 2 (Two) Risk Management Committee Meeting and
1 (One) Independent Directors Meeting were convened and held. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013 i.e. the
maximum interval between any two Board meetings did not exceed 120 days.
No. of Meetings Attended by Directors during the Year ended 31st March, 2025
Name of Director(s) |
Board Meeting |
Audit Committee |
Nominatio n & Remunera tion Committee |
Shareholder's Grievance Committee |
Independent Directors' Meeting |
Internal Complaints Committee |
Risk Managemen t Committee |
| Mr. Mahendra |
5 |
N.A. |
N.A. |
1 |
N.A. |
N.A. |
2 |
| Kumar Sharda |
|
|
|
|
|
|
|
| Mr. Jeevan |
5 |
4 |
1 |
1 |
1 |
2 |
2 |
| Singh Rana |
|
|
|
|
|
|
|
| Mr. Umesh |
5 |
4 |
1 |
1 |
1 |
2 |
N.A. |
| Kumar Bajaj |
|
|
|
|
|
|
|
| Ms. Sangita |
5 |
4 |
1 |
N.A. |
1 |
2 |
2 |
15. COMPOSITION OF COMMITTEES OF THE BOARD AS ON 31ST MARCH 2025:
a) AUDIT COMMITTEE:
In compliance with the provisions of Section 177 of the Companies Act, 2013, the
primary objective of the audit committee is to monitor and provide an effective
supervision of the Management's financial reporting process, to ensure accurately and
timely disclosures, with the highest levels of transparency, integrity and quality of
financial reporting.
The composition of Audit Committee of the Company is as follows:
S. No. |
Name of Member |
Designation |
Category |
| 1. |
Mr. Jeevan Singh Rana |
Chairman |
Non- Executive & Independent Director |
| 2. |
Ms. Sangita |
|
Non- Executive Director |
|
|
Member |
|
3. |
Mr. Umesh Kumar Bajaj |
|
Non- Executive & Independent Director |
|
|
Member |
|
The Board has accepted all the recommendations proposed by audit committee during the
Financial Year.
b) NOMINATION AND REMUNERATION COMMITTEE:
In compliance with provisions of 178(1) of the Companies Act, 2013, the purpose of the
committee is to screen and review individuals qualified to serve as executive directors,
non-executive directors and independent directors and to review their remuneration,
consistent with criteria approved by the Board, and to recommend, for approval by the
Board of the Board.
The composition of Nomination and Remuneration Committee of the Company is as follows:
S. No. |
Name of Member |
Designation |
Category |
| 1. |
Mr. Umesh Kumar Bajaj |
Chairman |
Non- Executive & Independent Director |
| 2. |
Mr. Jeevan Singh Rana |
Member |
Non- Executive & Independent Director |
| 3. |
Ms. Sangita |
Member |
Non- Executive Director |
c) SHAREHOLDER'S GRIEVANCE COMMITTEE:
In compliance with provisions of 178(5) of the Companies Act, 2013, the purpose of the
committee is to assist the Board and the Company in maintaining healthy relationships with
all stakeholders.
The composition of Shareholder's Grievance Committee of the Company is as follows:
S. No. |
Name of Member |
Designation |
Category |
| 1. |
Mr. Umesh Kumar Bajaj |
Chairman |
Non- Executive & Independent Director |
| 2. |
Mr. Mahendra Kumar Sharda |
Member |
Managing Director |
| 3. |
Mr. Jeevan Singh Rana |
Member |
Non -Executive& Independent Director |
d) INTERNAL COMPLAINTS COMMITTEE :
The Board of Directors has constituted Internal Complaints Committee pursuant to Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the
purpose of adhering the Complaints of employees regarding Sexual Harassment.
The composition of Internal Complaints Committee of the Company is as follows:
S. No. |
Name of Member |
Designation |
Category |
| 1. |
Ms. Sangita |
Chairman |
Non- Executive Director |
| 2. |
Mr. Umesh Kumar Bajaj |
Member |
Non- Executive & Independent Director |
| 3. |
Mr. Jeevan Singh Rana |
Member |
Non Executive & Independent Director |
e) RISK MANGEMENT COMMITTEE:
The Board of Directors has constituted Risk Management Committee pursuant to RBI
Circular DOR.CRE.REC. No.60/03.10.001/2021-22 dated October 22, 2021.
The composition of Risk Management Committee of the Company is as follows:
S. No. |
Name of Member |
Designation |
Category |
| 1. |
Mr. Mahendra Kumar Sharda |
Chairman |
Managing Director |
| 2. |
Ms. Sangita |
Member |
Non- Executive Director |
| 3. |
Mr. Jeevan Singh Rana |
Member |
Non- Executive & Independent Director |
16. DECLARATION BY INDEPENDENT DIRECTOR
The Independent Directors have submitted their declarations of independence, as
required pursuant to provisions of section 149(7) of the Companies Act, 2013, stating that
they meet the criteria of independence as provided in Section 149(6) of the Companies Act,
2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR
In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, the Company familiarizes the Directors about their role
and responsibility at the time of their appointment through a formal letter of
appointment. All new independent directors inducted into the Board attend an orientation
program. Presentations are regularly made at the meetings of the Board and its various
Committees on the relevant subjects. The details of programs for familiarization of
Independent Directors can be accessed on the Company's website
https://www.bclenterprisesltd.in/policies
18. DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013, the Directors hereby confirm that:
1.) in the preparation of annual financial statements for the Financial Year ended 31st
March, 2025 the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
2.) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Companies as at 31st March, 2025 and
of the profit/loss of the Company for the period ended on that date;
3.) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
4.) the Directors have prepared the annual financial statements on a going concern
basis;
5.) the Directors have laid down proper internal financial controls to be followed by
the company and such internal financial control were adequate and were operating
effectively; and
6.) the Directors had devised proper system to ensure compliance with the provisions of
all applicable laws and such systems are adequate and operating effectively.
19. VIGIL MECHANISM /WHISTLE BLOWER POLICY:
The Company in accordance with the provisions of Section 177 (9) of the Act has
established a robust Vigil Mechanism Policy for Directors and employees to report genuine
concerns to the management viz, instances of unethical behavior, actual or suspected fraud
or violation of the Company's code of conduct or ethics policy and assist the Audit
Committee. The Directors and employees are encouraged to come forward and express his/her
concern(s) without fear of punishment or unfair treatment.
The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the
website https://www.bclenterprisesltd.in/policies
20. AUDITOR & AUDITORS' REPORT;
a. Statutory Auditors and Audit Report
In the 35th Annual General Meeting held on 30th December, 2020
M/s Krishan Rakesh & Co. [FRN: 009088N] Chartered Accountants, as Statutory Auditors
of the Company for a period of 5 years i.e. till conclusion of its 40th Annual
General Meeting.
The Audit Report submitted by Statutory Auditor on Annual Standalone Financial
Statement for the Financial Year 2024-25 does not contain any qualification, reservation
or adverse remark or disclaimer. The notes to the accounts referred to in the Auditors'
Report are self-explanatory and, therefore, do not call for any further comments. The
Auditors have also not reported any matter under Section 143(12) of the Companies Act,
2013.
The Board of Directors at its meeting held on 08th September, 2025, proposed the
appointment of Sandeep Kumar Singh & Co. (Firm Registration Number: 035528111) as the
Statutory Auditors of the Company for a period of five years, from the conclusion of the
40th Annual General Meeting until the conclusion of the 45th Annual General Meeting of the
Company.
The Statutory Auditors have confirmed that they satisfy the Independence criteria
required under the Companies Act, 2013 and Code of Ethics issued by the Institute of
Chartered Accountants of India and also confirm that they are eligible to continue with
their appointment and that they have not been disqualified in any manner from continuing
as Statutory Auditor.
b. Secretarial Auditor & Secretarial Audit Report
In terms of Section 204 of the Companies Act, 2013, the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and on the recommendation of the Audit
Committee, the Board of Directors of the Company has appointed M/s. Grover Ahuja &
Associates Company Secretaries LLP (Formerly Known as Grover Ahuja & Associates,
Company Secretaries) as Secretarial Auditor of the Company for the financial year 2024-25.
Secretarial audit report as provided by M/s. Grover Ahuja & Associates Company
Secretaries LLP is also annexed to this Report, in the prescribed Form MR-3, as "Annexure-II".
The Board of Directors at its meeting held on 08th September, 2025, proposed the
appointment of M/s. Grover Ahuja & Associates Company Secretaries LLP (Firm
Registration Number: 2528/2022) as the Secretarial Auditor of the Company for a
period of five years, from the conclusion of the 40th Annual General Meeting until the
conclusion of the 45th Annual General Meeting of the Company.
c. Disclosure about Cost Audit
As per the Cost Audit Orders, Cost Audit is not applicable to the Company's for the FY
2024-25.
d. Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, the Company has appointed M/s Ghanshyam Gupta & Co., Chartered
Accountant, as an Internal Auditor of the Company to conduct the internal audit of the
Company for the financial year 2024-25.
21. CORPORATE GOVERNANCE REPORT
As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations
Requirements) Regulations, 2015, the Compliance with the corporate governance provisions
as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and
clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of
Schedule V shall not be mandatory, for the time being, in respect of the following class
of companies: A. The listed entity having Paid up Equity Share Capital not exceeding Rs.10
Crore and Net Worth not exceeding
Rs.25 Crore, as on the last day of the previous financial year;
B. The Listed Entity which has listed its specified securities on the SME Exchange.
Since the Company's paid-up share capital exceeded the prescribed threshold limits
therefore, Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses
(b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule
V are applicable on the Company.
The Corporate Governance Report of the company has been annexed as "Annexure-
III".
22. BOARD EVALUATION
SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 mandates that
the Board shall monitor and review the Board evaluation framework. The framework includes
the evaluation of Director on various parameters such as:
A. Board dynamics and relationship B. Information flows
C. Decision-making
D. Relationship with stakeholders E. Company performance and strategy
F. Tracking Board and committee's effectiveness G. Peer evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit Committee, Nomination & Remuneration
Committee, Shareholders Grievance Committee and Internal Complaints Committee. In respect
of the above mentioned Evaluation framework, a structured questionnaire was prepared after
taking into consideration of the various aspects of the Board & its Committees,
execution and performance of specific roles, duties, obligations and governance. The
performance evaluation of Committees, Executive Directors, Non- Executive Directors and
Independent Directors was completed. The Performance evaluation of the Chairman,
Non-Executive Directors & Board as a whole was carried out by the Independent
Directors. The Board of Directors expressed their satisfaction with the evaluation process
carried out and their own performance evaluation too known as "Self-Assessment".
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013.
Your Company is exempt from the provisions of Section 186 of the Companies Act, 2013.
24. ANNUAL RETURN
The Annual Return in Form MGT-7 of the Company for the Financial Year 2024-25 has been
uploaded on the website of the Company and the same can be accessed by clicking on
following link: https://www.bclenterprisesltd.in/annual-returns.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, the Company has not received any significant orders/
material orders passed by any of Regulators/ Courts/ Tribunals impacting the going concern
status of the Company and its operations in future except:
While filing the INC-28 form for the CIRP admission application of KLM Holdings Private
Limited by the financial creditor (BCL Enterprises Limited) under Section 7 of the
Insolvency & Bankruptcy Code 2016, there was an inadvertent error in entering the
Company Identification Number (CIN). Consequently, the status of the company was
mistakenly updated to "Under CIRP." The Company filed the writ petition
"W.P. (C) 11409/2025in Hon'ble Hight Court to correct this error and restore the
company's status to "Active," as no CIRP order has been issued against the
company. Further on 04.09.2025, Hon'ble High Court of Delhi, passed an ordered directing
Ministry of corporate affairs (MCA) to rectify the status from "Under CIRP" to
"Active".
26. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has a professional Board with Executive Directors & Non-Executive
Directors who bring the right mix of knowledge, skills, and expertise and help the Company
in implementing the best Corporate Governance practices.
Ms. Sangita, Director of the Company will retire by rotation at the ensuing 40th
Annual General Meeting and being eligible offered herself for re-appointment as per
Section 152 of the Companies Act, 2013.
27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There have been no material changes and commitments affecting the financial position of
the company, which have occurred between the end of the financial year of the Company to
which the financial statements relate and till the date of this annual report.
28. UNSECURED LOAN FROM DIRECTORS:
During the year under review, the Company has not borrowed an unsecured loan from any
of the Directors of the Company.
29. CHANGE IN THE NATURE OF BUSINESS
There has been no change in nature of business during the financial year under review.
30. SECRETARIAL STANDARDS OF ICSI
Your Company is in compliance with all the applicable Secretarial Standards as
specified by the Institute of Company Secretaries of India.
31. PARTICULARS OF EMPLOYEES
The information as per Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is as under:
(i). The ratio of remuneration of each director to the median remuneration of the
employees of the employees of the Company for the financial year 2024-25:
S. No. Directors |
Ratio to median remuneration |
1 Mr. Mahendra Kumar Sharda |
NIL |
2 Mr. Umesh Kumar |
NIL |
3 Mr. Jeevan Singh Rana |
NIL |
4 Ms. Sangita |
NIL |
(ii). There has been 7.30% increase in the remuneration of Chief Financial
Officer in the Financial Year 2024-25. (iii). There has been no change in the median
remuneration of employees in the Financial Year 2024-25. (iv). The total number of
permanent employees on the rolls of the Company during the Financial Year 2024-25 was 07.
(v). There has been 24.80% decrease in the average salaries of employees. The
same cannot be compared with the percentile increase in the managerial remuneration since
no remuneration is being paid to managerial personnel. The total remuneration paid to
employees for the Financial Year 2024-25 is Rs. 20,71100/- as compared to Rs. 27,54200/-
in the Financial Year 2023-24. (vi). The Company affirms that remuneration given is as per
the remuneration policy of the Company.
The information as per Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure IV.
However, as per the provisions of Section 136 of the Act, the Report and Accounts are
being sent to all the members excluding the information on particulars of employees which
is available for inspection by the members at the Registered Office of the Company during
business hours on working days of the Company up to the date of the ensuing Annual General
Meeting.
32. DISCLOSURE UNDER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION) RULES, 2014
No Directors/employees of the Company was in receipt of amount exceeding a salary of
Rs. 8,50,000/- per month or more when employed for a part of the financial year and Rs.
1,02,00,000/- per annum or more when employed for whole of the year, under the provision
of Rule 5 (2) & (3) of the Companies (Appointment And Remuneration) Rules, 2014, as
amended from time to time.
33. HUMAN RESOURCES
The Company recognizes people as its most valuable asset and it has built an open,
transparent and meritocratic culture to nature this asset. The company has kept a sharp
focus on Employee Engagement. The Company's
Human Resources is commensurate with the size, nature and operation of the Company. It
looks at the employee's entire life cycle, to ensure timely interventions and help build a
long-lasting and fruitful career.
34. CORPORATE POLICY
We seek to promote and follow the highest level of ethical standards in our business
transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
mandated the formulation of certain policies for all listed companies. All the policies
are available on the website of the Company viz. http://www.bclenterprisesltd.in/ The
Policies are reviewed periodically by the Board and updated on the basis of need and new
Compliance.
The Key Policies are as follows:
Name of the Policy |
Brief Description |
Vigil Mechanism/Whistle Blower Policy |
This policy has been established with a view to provide a
tool to Directors and Employees of the Company to report to Management genuine concerns
including unethical behavior, actual or suspected fraud or violation of the code or the
policy. The Policy also provides for adequate safeguards against victimization of
Director(s)/Employee(s) who avail of the mechanism and also provides for direct access to
the chairman of the Audit Committee in exceptional cases. |
Remuneration Policy |
The Board has on the recommendation of Nomination and Remuneration
Committee framed and adopted a policy for selection and appointment of Directors, Key
Managerial Personnel, Senior Management and their remuneration. |
Policy for determining materiality of event or Information |
The Objective of this policy is to outline the guidelines to be
followed by the Company for consistent, transparent and timely public disclosures of
material information events/information and to ensure that such information is adequately
disseminated to the stock Exchange(s) where the securities of the Company are listed in
pursuance with the Regulations and to provide an overall governance framework for such
determination of materiality. |
Policy of Preservation of Records |
This policy sets the Standards for classifying, managing and storing
the records of the Company. The Purpose of this policy is to establish framework for
effective records Management and the process for Subsequent archival of such records. |
KYC and AML Policies |
This policy is made to prevent criminal elements from using Company
for money laundering activities and to enable the Company to know/ understand its
customers and their financial dealings better which, in turn, would help the Company to
manage risks prudently. |
Terms And Conditions for Appointment of Independent Director |
This has prescribed the code of conduct terms and conditions of
appointment of the Independent Directors, which are subject to the extant provisions of
the applicable laws, including the Companies Act, 2013 ("2013 Act")and Clause 49
of the Listing Agreement (as amended from time to time). |
Fair Practice Code |
This Code prescribes the guidelines to cover the general principles on
adequate disclosures on the terms and conditions of a loan and adopting a non-coercive
recovery method. |
Policy For Determining Material |
The Board has adopted a policy for determining material subsidiaries. |
Subsidiaries |
|
Insider Trading Prohibition Code Pursuant To SEBI(PIT)
Regulations, 2015 |
This Code has been formulated to regulate, monitor and
report trading by the Designated Persons to comply with the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
The Code is prescribed to ensure that the Designated Persons do not trade in the
Securities of the Company when in possession of UPSI, and to prevent any speculative
dealings, knowingly or unknowingly, by the Designated Persons. The Policy was amended in
line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018,
incorporating "legitimate purpose" in connection with sharing of UPSI. |
Policy On Related Party Transaction(S) |
In compliance with the Listing Regulations, the Company has the policy
for transactions with Related Parties (RPT Policy). During the year, the Company has
revised its Policy on dealing with Materiality of Related Party Transactions, in
accordance with the amendments to the applicable provisions of the Listing Regulations.
The RPT Policy is available on the Company website. |
Policy On Familiarization of Independent Directors |
This policy has been formulated to familiarize the independent
directors with the Company, the functions of the Company and specify their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc., through various Programs. |
Policy on orderly succession for appointments to the Board and
Senior Management |
In Compliance with the provisions of Regulation 17(4) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, this policy has been
formulated to ensure the orderly identification and selection of new Directors or Senior
Management in the event of any vacancy, whether such vacancy exists by reason of an
anticipated retirement, an unanticipated departure, the expansion of the size of the
Company, or otherwise. |
35. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013
The Board confirms that no complaints/ cases has been filed / pending with the Company
under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 during the Financial Year 2024-25. Further an Internal Complaints
Committee has been set up to redress complaints, if any, received regarding sexual
harassment. All employees (permanent, contractual temporary, trainees) are covered under
this policy.
During the financial year under review, the company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details are as
follows.
| A |
Number of complaints of Sexual Harassment received |
0 |
|
in the Year |
|
| B |
Number of Complaints disposed off during the year |
0 |
| C |
Number of cases pending for more than ninety days |
0 |
36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is committed
to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.
37. GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the March 31, 2025. Male
Employees: 5 Female Employees:2 Transgender Employees: 0
This disclosure reinforces the Company's efforts to promote an inclusive workplace
culture and equal opportunity for all individuals, regardless of gender.
38. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosure and the provisions of Section 135 and schedule VII of the Companies Act,
2013 read with Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules,
2014 is not applicable to the Company.
39. EMPLOYEE STOCK OPTIONS DETAILS
During the year under review, the Company has no Employee's Stock Options schemes.
40. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the year
ended 31st March 2025 and is annexed as "Annexure- IV" of this
Annual Report for the reference of the stakeholders.
41. INTERNAL AUDIT & CONTROL
The Company's internal control system is designed to ensure operational efficiency,
protection and conservation of resources, accuracy and promptness in financial reporting
and compliance with laws and regulations. The internal control system is supported by an
internal audit process for reviewing the adequacy and efficacy of the
Company's internal controls, including its systems and processes and compliance with
regulations and procedures.
42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In view of the nature of the activities carried out by the Company, Section 134(3)(m)
of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to
conservation of energy and technology absorption, are not applicable to the Company.
During the year under review, the Company had no earnings and expenditure in foreign
exchange.
43. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016
During the year under review, there were no applications made or proceedings pending in
the name of the Company under Insolvency and Bankruptcy Code, 2016.
44. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETLLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one-time settlement of loans taken from
banks and Financial Institutions.
45. DOWN STREAM INVESTEMENT
The Company neither have any Foreign Direct Investment (FDI) nor invested as any
Downstream Investment in any other Company in India.
46. REPORTING OF FRAUDS:
During the year under review, there have been no frauds reported by the Statutory
Auditors of the Company under sub-section (12) of Section 143 of the Act.
47. ACKNOWLEDGEMENT AND APPRECIATION
Yours Directors would like to express their grateful appreciation for assistance and
cooperation received from the Banks, Government Authorities, Customers, Vendors and
Members during the year under review. Your Directors also wish to place on record their
deep sense of appreciation for the committed services of the Executives, staff and workers
of the Company at all levels.
